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rate of twelve percent (12%)per annum,or the highest rate of interest allowable by law, <br />whichever is greater.Interest shall be calculated from the Due Date to the date of payment. <br />If the LOCAL AGENCY objects to all or any portion of an invoice,it shall notify WSDOT within <br />twenty (20)calendar days from the date of receipt and shaîl pay only that portion of the invoice <br />not in dispute.WSDOT and the LOCAL AGENCY shall make every effort to settle the disputed <br />portion,and if necessary utilize dispute resolution provided for in Section 7.No interest shall be <br />due on any portion of an invoice the LOCAL AGENCY is determined not to owe following <br />settlement between the Parties or completion of dispute resolution process. <br />The LOCAL AGENCY shall remit all payments to the following address: <br />Washington State Depadment of Transpodation <br />CASHIER <br />P.O.BOX 47305 <br />OLYMPIA,WA 98504-7305 <br />3.AMENDMENT <br />3.1 The Parties may mutually amend this Agreement at any time.The amendments shall not <br />be binding unless they are made in writing and signed by personnel authorized to bind each <br />Party,prior to performing any of the bridge inspection work that would be covered by the <br />amendment. <br />4.TERMINATION <br />4.1 Either Party may terminate this Agreement upon thirty (30)calendar days prior written <br />notice to the other Party.If this Agreement is so terminated,the Parties shall be liable only for <br />the performance rendered or costs incurred in accordance with the terms of this Agreement <br />prior to the effective date of termination,including all non-cancellable obligations. <br />5.LEGAL RELATIONS <br />5.1 WSDOT's relation to the LOCAL AGENCY shall be at all times as an independent <br />contractor.Further,WSDOT shall perform the work as provided under this Agreement solely for <br />the benefit of the LOCAL AGENCY and not for any third party. <br />6.INDEMNIFICATION <br />6.1 The Parties shall protect,defend,indemnify,and hold harmless each other and their <br />employees and/or authorized agents,while acting within the scope of their employment as such, <br />from any and all costs,claims,judgments,and/or awards of damages (both to persons and/or <br />property),arising out of,or in any way resulting from,each Party's obligations to be performed <br />pursuant to the provisions of this Agreement.The Parties shall not be required to indemnify, <br />defend,or hold harmless the other Party if the claim,suit,or action for injuries,death,or <br />damages (both to persons and/or properly)is caused by the negligence of the other Party; <br />provided that,if such claims,suits,or actions result from the concurrent negligence of (a)the <br />WSDOT,its employees and/or authorized agents and (b)the LOCAL AGENCY,its employees <br />or authorized agents,or involves those actions covered by RCW 4.24.115,the indemnity <br />WSDOT Agreement #GCB XXXX Page 3 of 5